Common use of Sales Procedures Clause in Contracts

Sales Procedures. 1Orders for Products placed by Marizyme from time to time hereunder must be in writing and shall specify the quantities, shipping instructions and shipping schedule requested by Marizyme, and the delivery term, price and payment terms as previously agreed by the parties. Orders are not binding unless accepted by Somahlution and such acceptance by Somahlution shall not be unreasonably withheld. All shipping dates are estimates, and in any event shall be no more than sixty (60) days from order acceptance with respect to the Products. Somahlution shall not be responsible for shipping delays or failure of delivery attributable to circumstances beyond its reasonable control. In the case of a Product shortage, Somahlution reserves the right to allocate its production among its customers (including its distributors) on such basis as Somahlution may reasonably determine, in its sole discretion, provided Somahlution promptly notifies Marizyme of its inability to deliver Product and provides an estimated future delivery date. Marizyme may, in its sole and reasonable discretion, either accept the future delivery date proposed by Somahlution or cancel the applicable purchase order(s). The parties shall revise and reduce any Minimum Purchase Requirement that Marizyme is unable to meet as a result of Somahlution’s inability to supply Products. Somahlution may make delivery of the Products in installments, subject to Marizyme’s agreement in writing; all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Any delay in delivery of any installment beyond Somahlution’s reasonable control shall not relieve Marizyme of its obligations to accept remaining deliveries provided Marizyme is promptly notified of such delay.

Sales Procedures. 1Orders 4.1 Orders for Products placed by Marizyme from time to time hereunder must be in writing and shall specify the quantities, shipping instructions and shipping schedule requested by Marizyme, and the delivery term, price and payment terms as previously agreed by the parties. Orders are not binding unless accepted by Somahlution and such acceptance by Somahlution shall not be unreasonably withheld. All shipping dates are estimates, and in any event shall be no more than sixty (60) days from order acceptance with respect to the Products. Somahlution shall not be responsible for shipping delays or failure of delivery attributable to circumstances beyond its reasonable control. In the case of a Product shortage, Somahlution reserves the right to allocate its production among its customers (including its distributors) on such basis as Somahlution may reasonably determine, in its sole discretion, provided Somahlution promptly notifies Marizyme of its inability to deliver Product and provides an estimated future delivery date. Marizyme may, in its sole and reasonable discretion, either accept the future delivery date proposed by Somahlution or cancel the applicable purchase order(s). The parties shall revise and reduce any Minimum Purchase Requirement that Marizyme is unable to meet as a result of Somahlution’s inability to supply Products. Somahlution may make delivery of the Products in installments, subject to Marizyme’s agreement in writing; all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Any delay in delivery of any installment beyond Somahlution’s reasonable control shall not relieve Marizyme of its obligations to accept remaining deliveries provided Marizyme is promptly notified of such delay. 4.2 All orders from Marizyme shall be subject to the terms of this Agreement, together with the Terms and Conditions that are not inconsistent with the terms of this Agreement, as supplemented by the specific quantities, shipping instructions and shipping schedule agreed upon in each case. The terms of this Agreement, as so supplemented, shall constitute the entire agreement between the parties with respect to sales of Product by Somahlution to Marizyme, and no additional or different terms set forth in the purchase order, acknowledgment or other forms or correspondence of Marizyme shall govern any such sales. 4.3 Unless otherwise specifically notified by Somahlution in writing, Product will be delivered to Marizyme FOB (EXW) Somahlution’s applicable logistics location. Title to the Product purchased hereunder, and all risk of loss or damage to such Product shall pass to Marizyme upon delivery by Somahlution to Marizyme at Somahlution’s logistics location. 4.4 Unless otherwise specified in the purchase order accepted by Somahlution, Somahlution shall package the Product in accordance with its standard practices. At Marizyme’s request, expense, and sole risk of loss, Somahlution may arrange for shipment of Marizyme’s Product from the place of manufacture or storage to the port or other point of destination set forth by Marizyme in the order. Somahlution may arrange for freight and insurance coverage on the Products, at Marizyme’s request and expense, in amounts specified by Marizyme, or, if unspecified, that which in Somahlution’s judgment may be proper, provided that Marizyme shall cover and repay Somahlution’s actual cost for such coverage. 4.5 Marizyme shall, prior to Somahlution’s scheduled shipment date for Product to be delivered to Marizyme, take all actions and provide all certificates, undertakings and other papers required of Marizyme to allow for proper importation of the Product into the Territory, and Marizyme shall pay all duties, taxes, fees, charges, freight, insurance and other costs necessary to effect such importation. 4.6 Marizyme shall take any and all necessary steps to legally import Product, including but not limited to the use of policies and procedures to ensure that the quality and specifications of the Products are maintained during storage, warehousing and shipping to end users.